UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
CURRENT REPORT Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported)
October 27, 2004 (October 19, 2004)
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WELLSFORD REAL PROPERTIES, INC.
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(Exact Name of Registrant as Specified in Charter)
Maryland
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(State or Other Jurisdiction of Incorporation)
1-12917 13-3926898
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(Commission File Number) (IRS Employer Identification No.)
535 Madison Avenue, New York, New York 10022
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(Address of Principal Executive Offices) (Zip Code)
(212) 838-3400
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
Wellsford Real Properties, Inc. issued a Form 8-K on October 22, 2004,
announcing the entering into of a Third Amended and Restated Employment
Agreement with David M. Strong, the Company's Senior Vice President of
Development. This amended Form 8-K is being filed solely to add the following
language to the end of the Form 8-K, "This Form 8-K, together with other
statements and information publicly disseminated by the Company, contains
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Company or industry results to be materially different
from any future results, performance or achievements expressed or implied by
such forward-looking statements. Such factors include, among others, the risk
that certain terms included in Mr. Strong's Employment Agreement could be
interpreted as expectations of a project's profitability. Therefore, actual
results could differ materially from those projected in such statements."
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WELLSFORD REAL PROPERTIES, INC
Date: October 27, 2004 By:/s/ James J. Burns
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Name: James J. Burns
Title: Chief Financial Officer